Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 18 contracts

Samples: Credit Agreement (CTO Realty Growth, Inc.), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 18 contracts

Samples: Term Loan Credit Agreement (J M SMUCKER Co), Bridge Term Loan Credit Agreement (J M SMUCKER Co), Credit Agreement (Penford Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 11 contracts

Samples: Credit Agreement (CTS Corp), Credit Agreement (CTS Corp), Credit Agreement (LTC Properties Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.3 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 9 contracts

Samples: Credit Agreement (Champion Industries Inc), Multicurrency Credit Agreement (Cleveland Cliffs Inc), Credit Agreement (Delek US Holdings, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 7 contracts

Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 6 contracts

Samples: Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 6 contracts

Samples: Credit Agreement (Cal-Maine Foods Inc), Credit Agreement (Cal-Maine Foods Inc), Credit Agreement (Envestnet, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required ~~Lenders~~ Banks may by ~~written~~ notice to the ~~Lenders~~ Banks and the Borrower, respectively, require that the ~~Lenders~~ Banks and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required ~~Lenders~~ Banks in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 6 contracts

Samples: Credit Agreement (Apac Teleservices Inc), Credit Agreement (Diamond Home Services Inc), Credit Agreement (Apac Teleservices Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders ~~may~~ may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ AF REIT and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor ~~out of~~ out-of-compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 5 contracts

Samples: Credit Agreement (Necessity Retail REIT, Inc.), Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.3 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards~~standard, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of Holdings, the Borrower and ~~its~~ the Borrower Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Credit Agreement (StoneX Group Inc.), Credit Agreement (Intl Fcstone Inc.), Credit Agreement (Intl Fcstone Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co)

Change in Accounting Principles. If, after the ~~date of this Agreement~~First Restatement Effective Date, there shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.2(g), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Amendment No. 4 (Vantiv, Inc.), Incremental Amendment (Vantiv, Inc.), Incremental Amendment (Vantiv, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Credit Agreement (Usfreightways Corp), 364 Day Credit Agreement (Hewitt Associates Inc), 364 Day Credit Agreement (Hewitt Associates Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Company negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been ~~made~~made (it being understood that the refusal by the Company to pay a fee in connection with an amendment to the financial covenants resulting solely from a change in GAAP pursuant to this Section 9.4 shall not be deemed to be in bad faith). No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~9.4, ~~financial covenants~~ such covenants, standard or terms shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 5 contracts

Samples: Credit Agreement (EMCOR Group, Inc.), Credit Agreement (EMCOR Group, Inc.), Credit Agreement (EMCOR Group, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 7.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~6.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 4 contracts

Samples: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co), Multicurrency Credit Agreement (Gallagher Arthur J & Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders ~~may~~ may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 4 contracts

Samples: Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Umh Properties, Inc.), Credit Agreement (Monmouth Real Estate Investment Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 7.6 hereof and such change shall result in a material change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in without giving effect ~~prior~~ to ~~such~~ the relevant change in accounting principles. ~~Without limiting~~ Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any change to, or modification of, GAAP which would require the ~~generality~~ capitalization of leases (whether or not existing) that would be characterized as “operating leases” under GAAP as in effect as of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereofEffective Date.

Appears in 4 contracts

Samples: Credit Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 4 contracts

Samples: Credit Agreement (Rc2 Corp), Credit Agreement (Rc2 Corp), Credit Agreement (Racing Champions Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 4 contracts

Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.), First Lien Loan Agreement (Vantiv, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 7.6 hereof and such change shall result in a material change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required ~~Lenders~~ Banks may by ~~written~~ notice to the ~~Lenders~~ Banks and the Borrower, respectively, require that the ~~Lenders~~ Banks and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required ~~Lenders~~ Banks in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in without giving effect ~~prior~~ to ~~such~~ the relevant change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 4 contracts

Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc), Multicurrency Credit Agreement (Jones Lang Lasalle Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the~~ Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and ~~the~~ Borrower, respectively, require that the Lenders and ~~the~~ Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the~~ Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by ~~the~~ Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the~~ Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 4 contracts

Samples: Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Construction Co Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the ~~Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and~~ Bank or the Borrower, respectively, require that the ~~Lenders~~ Bank and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the ~~Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.), Credit Agreement (Pioneer Power Solutions, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements ~~referred~~ required to ~~in Section 6.5 hereof~~ be delivered to the Administrative Agent hereunder and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Company negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower and its Subsidiaries~~ Loan Parties shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Forbearance Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of ~~the financial statements referred to in Section 6.5 hereof~~ Audited Historical Financial Statements and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the ~~Lenders~~ Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards~~standard, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ Holdings and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the ~~generality of the~~ foregoing, leases (whether in existence on the ~~Borrower~~ Closing Date or entered into thereafter) shall ~~neither be deemed~~ continue to be classified and accounted for on a basis consistent with that reflected in ~~compliance with~~ the audited financial statements for the fiscal year ending December 31, 2018, for all purposes of this Agreement, notwithstanding any ~~financial covenant hereunder nor out of compliance with any financial covenant hereunder if~~ change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such ~~state of compliance or noncompliance~~changes, as ~~the case may be, would not exist but~~ provided for ~~the occurrence of a change in accounting principles after the date hereof~~above.

Appears in 3 contracts

Samples: Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 9.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required ~~Lenders~~ Banks may by ~~written~~ notice to the ~~Lenders~~ Banks and the ~~Borrower~~Company, respectively, require that the ~~Lenders~~ Banks and the ~~Borrower~~ Company negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required ~~Lenders~~ Banks in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, ~~standard,~~ standard or term is amended in accordance with this Section ~~5.3~~8.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Multicurrency Credit Agreement (General Binding Corp), Multicurrency Credit Agreement (General Binding Corp), Multicurrency Credit Agreement (General Binding Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent, the Borrower and ~~its~~ the Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Credit Agreement (FTD Inc), Credit Agreement (Ios Brands Corp), Credit Agreement (Ios Brands Corp)

Change in Accounting Principles. If, after the ~~date of this Agreement~~Closing Date, there shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with ~~this~~ Section ~~5.3~~1.3(b), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 3 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the ~~Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively,~~ other require that the ~~Lenders~~ Borrower and the ~~Borrower~~ Bank negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the ~~Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Credit Agreement (Twin Disc Inc), Credit Agreement (Air T Inc), Credit Agreement (Female Health Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and ~~the Borrower~~Borrowers, respectively, require that the Lenders and ~~the Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by ~~the Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 3 contracts

Samples: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Fifth Third Bancorp), Loan Agreement (Fifth Third Bancorp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in ~~GAAP~~ generally accepted accounting principles from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Morton Industrial Group Inc), Credit Agreement (Morton Industrial Group Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, ~~either~~ the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the audited financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Excelligence Learning Corp), Second Lien Credit Agreement (Excelligence Learning Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, ~~either~~ the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)

Change in Accounting Principles. If, after the date of this ~~Agreement,~~ Agreement there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders ~~may~~ may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (Umh Properties, Inc.), Credit Agreement (Umh Properties, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with ~~this~~ Section ~~5.3~~1.3(b), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in ~~GAAP~~ generally accepted accounting principles from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required ~~Lenders~~ Banks may by ~~written~~ notice to the ~~Lenders~~ Banks and the Borrower, respectively, require that the ~~Lenders~~ Banks and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required ~~Lenders~~ Banks in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with ~~GAAP~~ generally accepted accounting principles in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Information Resources Inc), Credit Agreement (Information Resources Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and ~~its~~ the Borrower Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (FCStone Group, Inc.), Credit Agreement (International Assets Holding Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the~~ Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and ~~the~~ Borrower, respectively, require that the Lenders and ~~the~~ Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the~~ Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by ~~the~~ Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the~~ Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in ~~accounting principles~~GAAP, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in ~~accounting principles~~ GAAP after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in ~~accounting principles~~GAAP, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in ~~accounting principles~~ GAAP after the date hereof.

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and its Subsidiaries shall be the same as if such change had not been ~~made~~made (it being understood that the refusal by the Company to pay a fee in connection with an amendment to the financial covenants resulting solely from a change in GAAP pursuant to this Section 9.4 shall not be deemed to be in bad faith). No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~9.4, ~~financial covenants~~ such covenants, standard or terms shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Loan Parties and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Loan Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Performant Financial Corp), Credit Agreement (Performant Financial Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Amcol International Corp), Credit Agreement (Amcol International Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders ~~may~~ may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ ARC REIT and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (American Realty Capital - Retail Centers of America, Inc.), Credit Agreement (American Realty Capital - Retail Centers of America, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being to preserve the original intent in light of the change such that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant ~~hereunder~~ hereunder, such that no Event of Default could be declared by the Administrative Agent or the Lenders based on such noncompliance, if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (Smart Balance, Inc.), Credit Agreement (Smart Balance, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP or the application thereof from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this ~~Agreement~~Agreement or the application thereof, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting ~~principles~~principles or the application thereof, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting ~~principles~~principles or the application thereof. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting ~~principles~~principles or the application thereof. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles or the application thereof after the date hereof.

Appears in 2 contracts

Samples: Post Petition Credit Agreement (Pilgrims Pride Corp), Post Petition Credit Agreement (Pilgrims Pride Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.3 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (American Railcar Industries, Inc.), Credit Agreement (American Railcar Industries, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.03 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.03, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Term Loan Agreement (Cliffs Natural Resources Inc.), Bridge Credit Agreement (Cliffs Natural Resources Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in ~~accounting principles~~GAAP, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, the financial ~~covenants~~ covenant shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in ~~accounting principles~~ GAAP after the date hereof.

Appears in 2 contracts

Samples: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in ~~GAAP~~ generally accepted accounting principles from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the ~~Required Lenders~~ Majority Holders may by ~~written~~ notice to the ~~Lenders~~ holders of the Notes and the ~~Borrower~~Company, respectively, require that the ~~Lenders~~ Agent (at the direction of the Majority Holders) and the ~~Borrower~~ Company negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the ~~Required Lenders~~ Majority Holders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Morton Industrial Group Inc), Note and Warrant Purchase Agreement (Morton Industrial Group Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and the Borrower ~~and its Subsidiaries~~ shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Parent and the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (KCG Holdings, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower and its Subsidiaries~~ Parent or any Loan Party shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Northern Star Investment Corp. II)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.4 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards~~standard, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (American CyberSystems Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the audited consolidated financial statements ~~referred to in Section 6.5 hereof~~ as at December 31, 2007 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Term Loan Agreement (Cliffs Natural Resources Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the ~~Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively,~~ other require that the ~~Lenders~~ Borrowers and the ~~Borrower~~ Bank negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the ~~Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Reliv International Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders ~~may~~ may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ ARCAF REIT and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 1 contract

Samples: Credit Agreement (American Finance Trust, Inc)

Change in Accounting Principles. If, after the ~~date of this Agreement~~Closing Date, there shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with ~~this~~ Section ~~5.3~~1.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any ~~financial~~ covenant hereunder nor out of compliance with any ~~financial~~ covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the ~~method of~~ calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith (with no fee payable by the Borrower with respect thereto) to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (All American Semiconductor Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.3 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the ~~Required Lenders~~ Lender may by ~~written~~ notice to the ~~Lenders~~ Lender and the Borrower, respectively, require that the ~~Lenders~~ Lender and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the ~~Required Lenders~~ Lender in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Champion Industries Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in ~~GAAP~~ generally accepted accounting principles from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Parent or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Parent, respectively, require that the Lenders and the ~~Borrower~~ Parent negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Parent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Parent shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Morton Industrial Group Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and ~~its~~ the Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Lincoln Educational Services Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the~~ Borrower or ~~the Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively,~~ other require that ~~the Lenders~~ Borrower and ~~the Borrower~~ Bank negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the~~ Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by ~~the~~ Borrower or ~~the Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the~~ Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Quadrant 4 System Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.3 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries or such covenant, standard or term shall be the same as if such change had not been made. No delay by the Borrower ‑35‑ or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP or regulatory accounting principles (“RAP”) from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP or RAP, as applicable, in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Maf Bancorp Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower and its Subsidiaries~~ Borrowers shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Synalloy Corp)

Change in Accounting Principles. If, ~~after~~ through the ~~date~~ adoption by the Parent of ~~this Agreement~~IFRS, or otherwise, there shall occur any change in ~~GAAP~~ accounting principles from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Student Transportation Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the ~~method of~~ calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrower Representative, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower and its Subsidiaries~~ Companies shall be the same as if such change had not been made. No delay by the Borrower Representative or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (CPM Holdings, Inc.)

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.03 hereof and such change shall result in a change in the ~~method of~~ calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Company negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.03, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Cliffs Natural Resources Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, ~~either~~ the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Penford Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 3.9 of the Existing Agreement as incorporated herein by reference and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower and its Subsidiaries~~ Borrowers taken as a whole shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.4, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Health Care Reit Inc /De/)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Parent or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Parent, respectively, require that the Lenders and the ~~Borrower~~ Parent negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Parent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Parent shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Lojack Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Stake Technology LTD)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.3 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Cleveland Cliffs Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.03 hereof and such change shall result in a change in the ~~method of~~ calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.03, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Effective Date.

Appears in 1 contract

Samples: Amendment Agreement (Cliffs Natural Resources Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.4 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in ~~accounting principles~~GAAP, with the desired result being that the criteria for evaluating the financial condition of the Borrower and ~~its~~ their Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, the financial ~~covenants~~ covenant shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in ~~accounting principles~~ GAAP after the date hereof.

Appears in 1 contract

Samples: Term Loan Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the~~ Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and ~~the~~ Borrower, respectively, require that the Lenders and ~~the~~ Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the~~ Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by ~~the~~ Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.2, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the~~ Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Sterling Construction Co Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in ~~GAAP~~ generally accepted accounting principles from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such ~~covenants~~covenant, ~~standards,~~ standard and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Morton Industrial Group Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Company or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Company, respectively, require that the Lenders and the ~~Borrower~~ Company negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Company and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (CTS Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.3 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Loan Parties or the Required Lenders may by ~~written~~ notice to the ~~Lenders~~ Administrative Agent and the ~~Borrower~~Loan Parties, respectively, require that the Lenders and the ~~Borrower~~ Loan Parties negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Loan Parties and ~~its~~ their respective Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Loan Parties or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Loan Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the ~~date hereof~~Closing Date.

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Borrowers and ~~its~~ their Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the Borrower~~ theBorrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Rc2 Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Bank or the ~~Required Lenders~~ Borrower may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively~~other party, require that the ~~Lenders~~ Bank and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Bank or the ~~Required Lenders~~ Borrower in requiring such negotiation shall limit ~~their~~ its right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.4, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Cleveland Cliffs Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and ~~its~~ the Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (StoneX Group Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrowers or the Required Lenders may by ~~written~~ notice to the Lenders and the ~~Borrower~~Borrowers, respectively, require that the Lenders and the ~~Borrower~~ Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and ~~its Subsidiaries~~ the Borrowers shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the ~~Borrower~~ Parent and the Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (KCG Holdings, Inc.)

Change in Accounting Principles. If, after the date of ~~this Agreement~~the Effective Date, there shall occur any change in GAAP and the PCAOB from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrower, PPSI or the ~~Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and~~ Bank or the ~~Borrower~~Borrower or PPSI, respectively, require that the ~~Lenders and~~ Bank, the Borrower and PPSI negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the Borrower~~ PPSI and its Subsidiaries shall be the same as if such change had not been made. No delay by ~~the Borrower~~ PPSI or the ~~Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP and the PCAOB in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Power Solutions, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 5.2 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required ~~Lenders~~ Banks may by ~~written~~ notice to the ~~Lenders~~ Banks and the Borrower, respectively, require that the ~~Lenders~~ Banks and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required ~~Lenders~~ Banks in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Secured Credit Agreement (Maverick Tube Corporation)

Change in Accounting Principles. Section 5.3.Change in Accounting Principles" \l 2 . If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.3 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the ~~Required Lenders~~ Lender may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively,~~ other require that the ~~Lenders~~ Borrower and the ~~Borrower~~ Lender negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower ~~and its Subsidiaries~~ shall be the same as if such change had not been made. No delay by the Borrower or the ~~Required Lenders~~ Lender in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~4.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Alpha Core Strategies Fund)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms #92469623v14 36 so as equitably to reflect such change in ~~accounting principles~~GAAP, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in ~~accounting principles~~GAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in ~~accounting principles~~GAAP. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in ~~accounting principles~~ GAAP after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting ~~principles~~principlesGAAP, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change in GAAP had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting ~~principles~~principlesGAAP. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting ~~principles~~principlesGAAP. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting ~~principles~~ principlesGAAP after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (J M SMUCKER Co)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the audited financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Unified Western Grocers Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Parent and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Alpine Income Property Trust, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 7.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Borrower, Holdings or the Required ~~Lenders~~ Holders may by ~~written~~ notice to the ~~Lenders~~ Holder Representative, the Borrower and ~~the Borrower~~Holdings, respectively, require that the ~~Lenders and~~ Holder Representative, the Borrower and Holdings negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the ~~Borrower~~ Holdings and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Borrower, Holdings or the ~~Required Lenders~~ Holder Representative in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~3.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower and Holdings shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Senior Subordinated Note Purchase and Security Agreement (Physicians Formula Holdings, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent, the Borrower and ~~its~~ the Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Parent and the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof, and (ii) the parties acknowledge that FASB 142 relating to impairment of goodwill is effective for fiscal years ending after December 15, 2001 and will be taken into account in determining covenant compliance under the terms of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Check Technology Corp)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5~~ 6.1 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the ~~Borrower~~ Bank or the ~~Required Lenders~~ Borrower may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively~~other party, require that the ~~Lenders~~ Bank and the Borrower negotiate in good faith to amend such covenants, standards, and ~~terms~~ term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the ~~Borrower~~ Bank or the ~~Required Lenders~~ Borrower in requiring such negotiation shall limit ~~their~~ its right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Cleveland Cliffs Inc)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial 735490334 statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by ~~written~~ notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of Holdings, the Borrower and ~~its~~ the Borrower Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (StoneX Group Inc.)

Change in Accounting Principles. If, after the ~~date of this Agreement~~Effective Date, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 ~~hereof~~ and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the ~~Required Lenders~~ Bank may by ~~written~~ notice to the ~~Lenders and~~ Bank or the Borrower, respectively, require that the ~~Lenders~~ Bank and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the ~~Required Lenders~~ Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this ~~Section 5.3~~Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Power Solutions, Inc.)

Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section ~~6.5 hereof~~ 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either ~~the~~ Borrower or ~~the Required Lenders~~ Collateral Agent may by ~~written~~ notice to the ~~Lenders and the Borrower, respectively,~~ other require that ~~the Lenders~~ Borrower and ~~the Borrower~~ Collateral Agent negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of ~~the~~ Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by ~~the~~ Borrower or ~~the Required Lenders~~ Collateral Agent in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section ~~5.3~~1.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, ~~the~~ Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Quadrant 4 System Corp)

Common use of Change in Accounting Principles Clause in Contracts